SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Cil Jose E.

(Last)

(First)

(Middle)

130 KING STREET WEST

SUITE 300

(Street)

TORONTO

M5X 1E1

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Restaurant Brands International Inc. [ QSR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior EVP, Pres. Burger King

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	02/22/2019		A		4,309⁽¹⁾	A	$64.75⁽²⁾	521,081	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Exchangeable units⁽³⁾	⁽³⁾							⁽³⁾	⁽³⁾	Common Shares	105,758		105,758	D
Option (right to buy)	$18.25							⁽⁴⁾	02/28/2023	Common Shares	37,808		37,808	D
Option (right to buy)	$18.25							⁽⁴⁾	02/28/2023	Common Shares	150,000		150,000	D
Option (right to buy)	$27.28							⁽⁴⁾	03/06/2024	Common Shares	58,651		58,651	D
Option (right to buy)	$27.28							03/07/2019	03/06/2024	Common Shares	180,000		180,000	D
Option (right to buy)	$42.26							12/31/2019	03/05/2025	Common Shares	35,967		35,967	D
Option (right to buy)	$42.26							03/06/2020	03/05/2025	Common Shares	166,667		166,667	D
Restricted Share Units	⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Common Shares	35,640		35,640	D
Dividend Equivalent Rights	⁽⁷⁾							⁽⁸⁾	⁽⁸⁾	Common Shares	2,152.2911		2,152.2911	D
Option (right to buy)	$33.67							02/26/2021	02/25/2026	Common Shares	125,000		125,000	D
Restricted Share Units	⁽⁵⁾							⁽⁹⁾	⁽⁹⁾	Common Shares	16,694		16,694	D
Dividend Equivalent Rights	⁽⁷⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Shares	754.7822		754.7822	D
Restricted Share Units	⁽⁵⁾							⁽¹¹⁾	⁽¹¹⁾	Common Shares	15,894		15,894	D
Dividend Equivalent Rights	⁽⁷⁾							⁽¹²⁾	⁽¹²⁾	Common Shares	508.3167		508.3167	D
Performance Share Units	⁽¹³⁾	02/22/2019		A		2,200⁽¹⁴⁾		02/23/2023	02/23/2023	Common Shares	2,200	$0.00	222,200	D
Dividend Equivalent Rights	⁽¹⁵⁾	02/22/2019		A		50.9291⁽¹⁶⁾		⁽¹⁷⁾	⁽¹⁷⁾	Common Shares	50.9291	$0.00	7,086.897	D
Restricted Share Units	⁽⁵⁾	02/22/2019		A		14,363⁽¹⁸⁾		⁽¹⁹⁾	⁽¹⁹⁾	Common Shares	14,363	$0.00	14,363	D
Performance Share Units	⁽²⁰⁾	02/22/2019		A		275,000		02/22/2024	02/22/2024	Common Shares	275,000	$0.00	275,000	D

Explanation of Responses:

1. The shares reported represent common shares purchased from the Issuer by the Reporting Person upon exercise of his investment rights pursuant to the Issuer's 2018 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of his 2018 net bonus to purchase common shares at a purchase price of $64.75 per share ("Investment Shares").

2. Pursuant to the Issuer's 2014 Plan, the purchase price of the Investment Shares is, and the number of matching restricted share units described in footnote 18 below pursuant to the Issuer's 2018 Bonus Swap Program is calculated based on, the last sales price of a common share of the Issuer on the New York Stock Exchange on the trading day immediately preceding the grant date, in this case February 21, 2019.

3. Each Restaurant Brands International Limited Partnership exchangeable unit is convertible, at the Reporting Person's election, into common shares of Restaurant Brands International Inc. or a cash amount equal to a prescribed cash amount determined by reference to the weighted average trading price of Restaurant Brands International Inc.'s common shares on the New York Stock Exchange for the 20 consecutive trading days ending on the last business day prior to the exchange date, at the sole discretion of the general partner of Restaurant Brands International Limited Partnership (subject to the consent of the Restaurant Brands International Inc. conflicts committee, in certain circumstances). This conversion right has no expiration date.

4. These options are immediately exercisable.

5. Each restricted share unit represents a contingent right to receive one common share.

6. These restricted share units vest on December 31, 2020.

7. Each whole dividend equivalent right represents a contingent right to receive one common share.

8. These dividend equivalent rights accrued on the 2016 restricted share unit award (the "2016 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2016 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2016 RSUs to which they relate.

9. These restricted share units vest on December 31, 2021.

10. These dividend equivalent rights accrued on the 2017 restricted share unit award (the "2017 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2017 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2017 RSUs to which they relate.

11. These restricted share units vest on December 31, 2022.

12. These dividend equivalent rights accrued on the 2018 restricted share unit award (the "2018 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2018 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2018 RSUs to which they relate.

13. The shares reported represent an award of performance based restricted share units ("2018 PBRSUs") granted to the Reporting Person. The 2018 PBRSUs will have a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest 100% on February 23, 2023, which is the fifth anniversary of the grant date. The number of common shares that will be earned at the end of the three-year performance period is subject to increase or decrease based on the results of the Issuer performance condition.

14. Represents an award of additional 2018 PBRSUs that were earned based on the results of the Issuer performance condition.

15. Each whole dividend equivalent right represents a contingent right to receive one common share, subject to increase or decrease based on the results of the Issuer performance condition.

16. Represents an award of additional dividend equivalent rights that were earned based on the results of the Issuer performance condition.

17. These dividend equivalent rights accrued on the 2018 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2018 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2018 PBRSUs to which they relate.

18. The Issuer granted the 2019 restricted share units ("2019 RSUs") to the Reporting Person pursuant to the Issuer's 2018 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of his 2018 net bonus to purchase Investment Shares and received a matching grant of 2019 RSUs in an amount equal to 50% of his gross bonus, multiplied by a multiple based on the Reporting Person's position level with the Issuer ("RSU Multiplier"), and divided by the purchase price of $64.75 per share. The RSU Multiplier was 2.0 for executive vice presidents and above. If the Reporting Person sells 50% or less of the Investment Shares, he will forfeit 7,181 of the 2019 RSUs and a proportionate number of the remaining 2019 RSUs based on the number of Investment Shares sold. If the Reporting Person sells more than 50% of the Investment Shares, he will forfeit all of the 2019 RSUs.

19. These restricted share units vest on December 31, 2023.

20. The shares reported represent an award of performance based restricted share units ("2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs will have a three-year performance period beginning January 1, 2019 and ending December 31, 2022 and will vest 100% on February 22, 2024, which is the fifth anniversary of the grant date. The number of common shares that will be earned at the end of the three-year performance period is subject to increase or decrease based on the results of the Issuer performance condition.

Remarks:

	/s/ Lisa Giles-Klein, as Attorney-in-Fact for Jose Cil	02/26/2019
	** Signature of Reporting Person	Date
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